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Bylaws

AMENDED AND RESTATED BYLAWS OF NORCAL PREMIER SOCCER

A California Nonprofit Public Benefit Corporation

ARTICLE I.
NAME; PRINCIPAL OFFICE

  1. Name of Corporation.  The name of this corporation is NorCal Premier Soccer (the “Corporation”).
  2. Location of Principal Office.  The principal office of the Corporation will be located at 5430 Commerce Blvd, Rohnert Park, 94928 or at such other location as the board of directors of the Corporation (“Board”) may from time to time designate by resolution.

 

ARTICLE II.
PURPOSES

  1. Corporation Is Nonprofit.  This Corporation has been formed pursuant to the California Nonprofit Corporation Law as a public benefit corporation.
  2. Specific Purpose.  The specific and primary purpose of this Corporation shall be to provide a soccer organization for selected US Club Sanctioned Soccer Clubs, their teams, players and coaches who have advanced soccer skills, ability and knowledge or are motivated to develop advanced soccer skills, ability and knowledge and a desire to play/coach with and against others with similar skills, ability and knowledge.

 

ARTICLE III.
MEMBERSHIP

  1. Members of the Corporation.  The Corporation shall have the categories of membership set forth in Sections 1(a) through (c) below.  The term “Member” or “Members” as used in these Bylaws and as set forth in Section 5056 of the California Nonprofit Corporation Law shall only refer to the category of membership referred to below as Voting Member.
    • Probationary Member.    A Soccer Club residing in the Territory (as defined below) that has completed the NorCal Premier Soccer Membership Application (“Application”) in effect at such time and meets the requirements as set forth in the Application and such other membership policies the Board shall adopt.
    • Full Member.  A Probationary Member that is in good standing with US Club Soccer and that has been in good standing with the Corporation for at least one (1) full year.
    • Voting Member.  A Full Member that is in good standing with US Club Soccer and the Corporation and, while a Full Member, has obtained at least thirty (30) League Points in each of two (2) consecutive league years (August 1st to July 31st).  “League Points” are earned as follows: three (3) points for each team in year-around competition; two (2) points for each team that only participates in fall league; one (1) point for each team that only participates in spring league; and two (2) points for each team that only participates in NorCal Cup.

Each Soccer Club shall retain its membership in the Corporation until its membership status is suspended or terminated as provided below in Section 4.

  1. Territory.  For purposes of these Bylaws, “Territory” shall mean the territory identified in the Sanctioning Agreement entered into between the National Association of Competitive Soccer Clubs (also known as “US Club Soccer”) (“NACSA”) and the Corporation as of the date of initial adoption of these Amended and Restated Bylaws and as may be amended between, supplemented or replaced by the parties (“Sanctioning Agreement”) in which the Corporation has been authorized to conduct a Premier League (as that term is defined in the Sanctioning Agreement.  In the event the Corporation ceases to be sanctioned by NACSC or the Sanctioning Agreement ceases to be in effect and not replaced by a subsequent agreement, the Board by resolution define “Territory.”
  2. Soccer Clubs.  For purposes of these Bylaws, “Soccer Club” shall mean an organization consisting of coaches, administrators, players, and teams formed for the purpose of developing player and coaching skills, providing training and competition for its players and coaches and entering into soccer competitions outside of the club organization.  A Soccer Club that is not a Voting Member as provided in Section 1(c) above shall not be considered a Member as that term is used in these Bylaws nor have any other rights of a Member as that term is defined in Section 5056 of the California Nonprofit Corporation Law.  Reference in any other Corporation document to a “member” of NorCal Premier Soccer shall not be deemed to grant to any Soccer Club the rights of a Member as that term is used in these Bylaws or in the California Nonprofit Corporation Law.  A Soccer Club in good standing within any membership category may participate in Corporation activities such as league play, tournaments, player clinics and coaching clinics subject to Corporation rules, policies and procedures.
  3. Suspension and Termination of Membership.
    • Suspension.  A Member shall be suspended as a Voting Member should it not maintain at least thirty (30) League Points in any league year (August 1st to July 31st).  In such an event, the Soccer Club shall be a treated as a Full Member.   The Full Member may be reinstated as a Voting Member once it has obtained thirty (30) League Points in a league year (August 1st to July 31st).
    • Grounds for Termination.  A Full Member or Voting Member’s membership in the Corporation shall be terminated upon a vote of two-thirds (2/3) of the Board for (a) failure to pay membership dues and such dues are more than sixty (60) days late, (b) willful disregard of the Bylaws and policies of the Corporation, (c) conduct which is adverse to the best interests of soccer or the Corporation, or (d) unlawful conduct.  A Probationary Member’s membership in the Corporation shall be terminated upon a majority vote of the Board for failure to comply with the Corporation’s policies and procedures or for any of the items set forth in subsections (a) through (d) of this Section 4(b).
    • Failure to Pay.  In any event, failure to pay membership dues and fees for more than sixty (60) days past the due date shall automatically place the membership of a Soccer Club in bad standing until such dues and any late fees or fines are paid. While in bad standing, the Soccer Club may not participate in any NACSC activities, meetings, or events.  No Member which is in arrears in its dues, fees, or fines for any length of time may vote at a NACSC Annual or Special Member Meeting.
    • Notice. Other than in the case of nonpayment of dues and fees, prior to termination, a Soccer Club shall be notified of the specific charges against it, and shall have two (2) weeks from the notice to provide a response in writing.
    • Hearing. Other than in the case of nonpayment of dues and fees, if so requested in its response, a Soccer Club shall be entitled to a hearing before the Board. The Board shall provide the Soccer Club reasonable notice of the time and place for such hearing. At the hearing, the Soccer Club shall have the opportunity to address the charges against it and present evidence in support of its position. The hearing shall be as informal as practical and rules of evidence shall not be followed. The Soccer Club may have assistance in presenting its case if it so chooses, and may request that a record of the hearing be made. At the conclusion of the hearing, a written decision which includes rationale, based solely on the hearing record, shall be issued in a timely manner.
    • Administrative Remedies. Soccer Clubs at all membership levels agree that they may not present any objection to their termination to the NACSC, the United States Soccer Federation, the United States Olympic Committee, or any court of law or tribunal if they have not availed themselves of the provisions of this Section 4.

 

ARTICLE IV.
BOARD OF DIRECTORS

  1. General Corporate Powers.  The activities and affairs of this Corporation shall be managed, and all corporate powers shall be exercised by or under the direction of the Corporation’s Board of Directors.  Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other laws, the Board may delegate the management of the activities of the Corporation to any person or persons, or committee, provided that notwithstanding any such delegation, the activities and affairs of the Corporation shall continue to be managed and all corporate powers shall continue to be exercised under the ultimate direction of the Board.
  2. Specific Powers.  Without prejudice to the general powers of the Board of Directors set forth in Article IV, Section 1 above, the Board shall have the power to:
    • Appoint and remove, at the pleasure of the Board, all corporate officers, agents and employees; prescribe powers and duties for such persons that are consistent with law, the Articles of Incorporation and these Bylaws; and establish their compensation.
    • Adopt and establish rules and regulations governing the affairs and activities of the Corporation, and take such steps as it deems necessary for the enforcement of such rules and regulations.
    • Enforce all applicable provisions of the Bylaws.
    • Contract for and pay premiums for insurance and bonds (including indemnity bonds) which may be required from time to time by the Corporation.
    • Pay all taxes and charges which are or would become a lien on any portion of the Corporation’s properties.
    • Accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purpose of the Corporation.
    • Prepare budgets and maintain a full set of books and records showing the financial condition of the affairs of the Corporation in a manner consistent with generally accepted accounting principles, and at no greater than annual intervals prepare an annual financial report, a copy of which shall be delivered to each Director as provided in Article X, Section 4 of these Bylaws.
    • Appoint such committees as it deems necessary from time to time in connection with the affairs of the Corporation, in accordance with Article VI of these Bylaws.
    • Except as otherwise specifically set forth in these Bylaws, fill vacancies on the Board of Directors or in any committee.
    • Open bank accounts and borrow money on behalf of the Corporation and designate the signatories to such bank accounts.
    • Bring and defend actions on behalf of the Corporation so long as the action is pertinent to the operations of the Corporation.
  3. Number and Qualifications.
    • Number of Board Members.  The Board shall consist of seven persons.
      • From the date of adoption of these Amended and Restated Bylaws until the formation by the Board and full operation of at least four (4) of the Regional Advisory Committees (“RAC Effective Date”), the Board shall elect all Directors and fill any vacancy on the Board.  The Regional Advisory Committees are to be formed and operating no later than May 1, 2012.
      • For the first five years from the date of adoption of these Amended and Restated Bylaws, four of the seven directors shall be designated as “Board-Elected Directors.” From the RAC Effective Date until the fifth (5th) anniversary of the date of adoption of these Amended and Restated Bylaws, the Board shall elect the four Board-Elected Directors.  During this same period, the three remaining members of the Board shall be elected from among the six Regional Advisory Committee members by the six members of the Advisory Committee in accordance with policies and procedures adopted by the Board.  The three Board members elected by the Regional Advisory Committee shall be referred to herein as “RAC-Elected Directors.”  When used in these Amended and Restated Bylaws, the term “Directors” shall include both Board-Elected Directors and RAC-Elected Directors.
      • Beginning in the sixth (6th) year from the original date of adoption of these Amended and Restated Bylaws, one of the original four Board-Elected Directors shall become a RAC-Elected Director so that from that sixth year forward there shall be three Board-Elected Director positions elected by the Board and four RAC-Elected Director positions elected by the Regional Advisory Committee under the procedures set forth by the Board.  The Directors shall determine which Board-Elected Director shall convert to the fourth RAC-Elected Director position.  Notwithstanding any other provision of these Bylaws, the fourth RAC-Elected Director must still meet the qualification of a Board-Elected Director set forth in Section 3(b)(i) below even after converting to a RAC-Elected position.
    • Qualifications.
      • Board-Elected Directors.  Except to the very limited extent set forth in subsection (b)(iii) below, to be eligible to serve as a Board-Elected Director and to serve as the fourth RAC-Elected Director position converted from a Board-Elected Director position as set forth in Section 3(a)(ii) immediately above, an individual must meet the following criteria:
        • Be a current properly-licensed Coaching Director (USSF B or higher or its foreign equivalent) of a Voting Member;
        • Have played a minimum of three (3) years NCAA collegiate soccer or have played at one of the following levels (a) two (2) years of professional-level soccer, (b) appearance for U18 or older US national team, or (c) foreign competitive or elite-level soccer experience;
        • Have experienced foreign soccer and possess a solid understanding and feeling for the club soccer systems of the world which is obtained through living in a foreign country for the purpose of playing or studying soccer or possessing a license or diploma from a foreign coaching course held in a foreign country; and
        • Served as a coach or board member of a Voting Member for at least three years.
      • RAC-Elected Directors.  To be eligible to serve as a RAC-Elected Director, an individual must meet the following criteria:
        1. Be a current properly-licensed Coaching Director (USSF B or higher or its foreign equivalent) of a Voting Member; and
        2. Have NCAA collegiate playing experience, professional playing experience or its foreign equivalent.
      • Limited Qualification Exceptions.  Notwithstanding the foregoing, any Director serving at time of adoption of these Amended and Restated Bylaws shall be exempt from these criteria including any terms of re-election.  Should the Board determine that there is a candidate for a Board-Elected Director position with such extraordinary skills and assets that would be of substantial benefit to the Corporation and which skills are not already represented on the Board by another Director, the Board may grant a waiver to the qualifications set forth above in subsection (b)(i) (“Waiver”) for this candidate.  Only one Board-Elected Director may be granted a waiver at any one time and the Waiver may only be granted if the other three Board-Elected Directors meet the qualifications set forth above in subsection (b)(i). Further, in the sixth (6th) year when the fourth Board-Elected Director position moves to an RAC-Elected director position, the Waiver can only be applied to this fourth RAC-Elected Director position.
  4. Term of Office.  The term of office of all Directors shall be two (2) years provided however that the Board-Elected Directors serving at adoption of these Amended and Restated Bylaws shall serve an initial three-year term and then shall serve the standard two-year terms thereafter.  There shall be no limitation upon the number of consecutive terms to which a Director may be reelected.  Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until his or her successor has been elected and qualified.
  5. Nomination and Election of Directors.
    • Nominating Committee.  At least thirty (30) days prior to the date of any election of a Director, the President shall appoint a nominating committee to select and confirm the qualifications of the candidates for election to the Board-Elected Directors positions and confirm the qualifications of the candidates for the RAC-Elected Director positions (as applicable).  The committee shall make its recommendations and confirmations, as applicable, at least fifteen (15) days before the election.  In the case of Board-Elected Director positions, the committee shall nominate at least one candidate for each position to be filled.
    • Election of Directors.  The election of (i) all Directors prior to the RAC Effective Date, and (ii) Board-Elected Directors after the RAC Effective Date, shall take place at the annual meeting of the Board, provided, however, that vacancies may be filled prior to the annual meeting date as provided in Section 6, below.  Election of RAC-elected Directors after the RAC Effective Date shall take place as set forth in the policies and procedures adopted by the Board.
  6. Removal of Directors and Filling Vacancies on the Board.
    • Vacancies, Generally.  A vacancy or vacancies on the Board shall be deemed to exist on the occurrence of any of the following:  (i) the death, resignation or removal of a Director; or (ii) an increase of the authorized number of Directors.
    • Resignation of Directors.  Any Director may resign, which resignation shall be effective on giving written notice to the President, the Secretary, or the Board, unless the notice specified a later time for the resignation to become effective.  If the resignation of a Director is effective at a future time, the Board or, in the case of a RAC-Elected Director, the Regional Advisory Committee, shall elect a successor to take office when the resignation becomes effective.  Except on notice to the California Attorney General, no Director may resign if the Corporation would be left without a duly elected Director or Directors.
    • Filling of Vacancies.
      • Prior to the RAC Effective Date, the Board shall fill all vacancies by a vote of a majority of a quorum of the Board, or if the number of Directors then in office is less than a quorum, the vacancy may be filled by (i) the unanimous written consent of the remaining Directors, or (ii) the affirmative vote of a majority of the remaining members of the Board at a duly held meeting or (iii) by the sole remaining Director.  It is within the discretion of the Board whether a nominating committee needs to be formed to fill a vacancy as set forth in Section 6(a) of this Article IV.
      • After the RAC Effective Date, vacancies on the Board shall be filled as set forth in this subsection (ii).  Vacancies of a Board-Elected Director position shall be filled by the vote of a majority of a quorum of the Board, or if the number of Directors then in office is less than a quorum, the vacancy may be filled by (i) the unanimous written consent of the remaining Directors, or (ii) the affirmative vote of a majority of the remaining members of the Board at a duly held meeting or (iii) by the sole remaining Director.  It is within the discretion of the Board whether a nominating committee needs to be formed to fill a vacancy as set forth in Section 6(a) of this Article IV.  Vacancies on the Board of RAC-Elected Director positions shall be filled by the Regional Advisory Committee in accordance with the policies and procedures adopted by the Board.
    • Removal of Directors for Cause.  The Board upon a majority vote of the Board shall have the power and authority to remove a Director and declare his or her office vacant if he or she has (i) been declared of unsound mind by a final order of court; (ii) been convicted of a felony; (iii) been found by a final order or judgment of any court to have breached any duty under Sections 5230 through 5237 of the California Nonprofit Public Benefit Corporation Law (relating to the standards of conduct of Directors); or (iv) if the Director fails to attend two (2) consecutive regular meetings of the Board which have been duly noticed in accordance with Article V hereof or any four (4) regular meetings of the Board within any consecutive twelve (12) month period which have been duly noticed in accordance with Article V hereof. The Director being considered for removal shall not vote and shall not be counted towards fulfillment of a quorum.
  7. Compensation.  Directors, officers and members of committees shall not be entitled to compensation for their services as such, although they may be reimbursed for such actual expenses as may be determined by resolution of the Board to be just and reasonable.  Expenses shall be supported by an invoice or voucher acceptable to the Board.  This Section 7 shall not be construed to preclude any Director from serving the Corporation in any other capacity, such as an agent, employee, or otherwise, and receiving compensation for those services subject to Section 8 below.
  8. Restriction on Interested Persons as Directors.  No more than 49 percent of the persons serving on the Board may be “interested persons.” An interested person is (a) any person currently compensated by the Corporation or for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as Director; and (b) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of such person.  However, any violation of this Section shall not affect the validity or enforceability of transactions entered into by the Corporation.
  9. Limitations on Powers of Board.
    • Self-Dealing Transactions.  Notwithstanding the powers conferred on the Board pursuant to Sections 1 and 2 of this Article IV, this Corporation shall not engage in any transaction in which one or more of its Directors has a material financial interest and which meets the definition of a “self-dealing transaction” as defined in Section 5233 of the California Nonprofit Public Benefit Corporation Law unless the transaction has been approved by one of the means specified in subparagraph (d) of that Section 5233.
    • Transactions Between Corporations Having Common Directorships.  Unless it is established that the contract or transaction is just and reasonable as to the Corporation at the time it is authorized, approved or ratified, this Corporation shall not enter into a contract or transaction with any other corporation, association or entity in which one or more of the Corporation’s Directors are directors unless the material facts as to the transaction and the Director’s common directorship are fully known or disclosed to the Board.  The Board must approve, authorize or ratify any such contract or transaction in good faith and by a vote sufficient without counting the vote of the common Directors.
    • Loans to Directors or Officers.  This Corporation shall not make any loan of money or property to, or guarantee the obligation of, any Director or officer, unless the transaction is first approved by the California Attorney General.  This provision shall not apply to any reasonable advance on account of expenses anticipated to be incurred in the performance of the Director’s or officer’s duties.
    • Standards for Investment.  Except as provided in Sections 5240(c) and 5241 of the California Nonprofit Public Benefit Corporation Law, in the investment, reinvestment, purchase, acquisition, exchange, sale and management of the Corporation’s investments, the Board shall:
      • Avoid speculation, looking instead to the permanent disposition of the funds, considering the probable income, as well as the probable safety of the Corporation’s capital;
      • Comply with all state and federal laws and regulations governing investments by nonprofit corporations qualified as tax-exempt public charities under Section 501(c)(3) of the Internal Revenue Code including, but not limited to, the provisions contained in Section 5240 of the California Nonprofit Public Benefit Corporation Law and Section 18506 of the California Probate Code; and
      • Comply with additional standards, if any, imposed by the Articles of Incorporation, these Bylaws or the express terms of any instrument or agreement pursuant to which the invested assets were contributed to the Corporation.

 

ARTICLE V.
BOARD MEETINGS

  1. Place of Meetings; Meetings by Telephone or Electronic Communication.  Regular and special meetings of the Board may be held at any place within the State of California that has been designated by resolution of the Board or in the notice of the meeting or, if not so designated, at the principal office of the Corporation.  Any meeting, regular or special, may be held by conference telephone, electronic video screen communication, or electronic transmission, in which case the following shall apply:
    • Participation in a meeting through use of conference telephone constitutes presence in person at the meeting as long as all Directors participating in the meeting are able to hear one another.
    • Participation in a meeting through use of video screen communication or other communications equipment, other than conference telephone, constitutes presence in person at the meeting if all of the following apply:
      • Each Director participating in the meeting can communicate concurrently with all other Directors;
      • Each Director is provided the means of participating in all matters before the Board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the Corporation; and
      • The Board has adopted and implemented a means of verifying both of the following:
        • A person participating in the meeting is a Director or other person entitled to participate in the Board meeting.
        • All actions or votes by the Board are taken or cast only by the Directors and not by persons who are not Directors.
  2. Annual Meeting of Directors.  The Board shall hold an annual meeting for the purpose of organization, election of Board-Elected Directors and officers, and the transaction of other business.  The annual meeting shall be held on June 29th of each year or at such other time as the Board may determine.  Notice of this meeting shall not be required.
  3. Other Regular Meetings.  Other regular meetings of the Board shall be held without notice at such time as shall from time to time be fixed by the Board and communicated to the individual Board members.  Ordinarily, regular meetings shall be conducted at least quarterly.
  4. Special Meetings of the Board.  Special meetings of the Board for any purpose may be called at any time by the President, any Vice President or any two Directors.
  5. Notice of Meetings.
    • Manner of Giving Notice.  Notice of the time and place of regular and special meetings of the Board shall be given to each Director by:  (i) personal delivery of written notice; (ii) first-class mail, postage prepaid; (iii) telephone, including a voice messaging system or other technology designed to record and communicate messages, either directly to the Director or to a person at the Director’s home or office who would reasonably be expected to communicate such notice promptly to the Director; (iv) facsimile when directed to the facsimile number for that recipient on record with the Corporation; (v) electronic mail when directed to the electronic mail address for that recipient on record with the Corporation; (vi) posting on an electronic message board or network which the Corporation has designated for those communications, together with a separate notice to the recipient of the posting, which transmission shall be validly delivered upon the later of the posting or delivery of the separate notice thereof; or (vii) other electronic means.  Notice given by facsimile, electronic mail, electronic message board or other electronic means may be given only to recipients who have provided an unrevoked consent to the use of those means of transmission notices, and may only be used if such means create a record that can be retained, retrieved and reviewed, and later be transferred into a tangible and legible form.
    • Time Requirements.  Notices sent by first-class mail shall be deposited into a United States mailbox at least four (4) days before the time set for the meeting.  Notices given by personal delivery, telephone, or electronic means shall be delivered, telephoned, or sent at least forty-eight (48) hours before the time set for the meeting.
    • Notice Contents.  The notice shall state the date, time, place, and, if it is a special meeting, a description of the general purpose of the meeting.
  6. Quorum Requirements.  A majority of the actual number of Directors then in office shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 8 of this Article V or for removal of a Director for cause as provided in Article IV, Section 6(d) in which case it shall be a majority of the actual number of Directors then in office less the Director being considered for removal for cause.  Except as otherwise provided herein or in the California Nonprofit Public Benefit Corporation Law, every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board.  A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors below a quorum, if any action taken is approved by at least a majority of the required quorum for that meeting or such greater number as is required by the Articles of Incorporation or these Bylaws.
  7. Waiver of Notice.  The transaction of any meeting of the Board, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (a) a quorum is present, and (b) either before or after the meeting, each of the Directors not present, individually or collectively, signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes thereof.  The waiver of notice or consent need not specify the purpose of the meeting.  All waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.  The requirement of notice of a meeting shall also be deemed to have been waived by any Director who attends the meeting without protesting before or at its commencement about the lack of notice.
  8. Adjournment.  A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place or may adjourn for purposes of reconvening in executive session to discuss and vote upon personnel matters, litigation in which the Corporation is or may become involved and orders of business of a similar nature.  If the meeting is adjourned for more than twenty-four (24) hours, notice of adjournment to any other time or place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.  Except as herein above provided, notice of adjournment need not be given.
  9. Action Without a Meeting.  Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board, individually or collectively, consent in writing to that action.  Such action by written consent shall have the same force and effect as a unanimous vote of the Board.  Such written consent or consents shall be filed with the minutes of the proceedings of the Board.  For purposes of this section, “all members of the Board” shall not include any “interested director” as defined in Section 5233 of the California Nonprofit Public Benefit Corporation Law.

“Consent in writing” includes consent given through electronic transmissions from and to the Corporation by a means that creates a record that can be retained, retrieved and reviewed, and that may later be transferred into a tangible and legible form.  A written consent solicited by the Corporation may be delivered to a Director by (1) facsimile transmission or electronic mail when directed to the facsimile number or electronic mail address, respectively, for that Director on record with the Corporation, (2) posting on an electronic message board or network which the Corporation has designated for those communications, together with a separate notice to the recipient of the posting, or (3) other means of electronic communication; providing that such Director has provided an unrevoked consent to the use of those means of transmission for communication by written consent.  A written consent returned by a Director to the Corporation may be delivered by (1) facsimile transmission or electronic mail when directed to the facsimile number or electronic mail address, respectively, which the Corporation has provided from time to time to Directors for sending communications to the Corporation, (2) posting on an electronic message board or network which the Corporation has designated for those communications, and which transmission shall be deemed validly delivered upon the posting, or (3) other means of electronic communication; providing that the Corporation has adopted reasonable measures to verify that the sender is the Director purporting to send the transmission.

 

ARTICLE VI.
COMMITTEES

  1. Committees of Directors.  The Board may, by resolution adopted by a majority of the Directors then in office, designate one or more committees of Directors, each consisting of two or more Directors, to serve at the pleasure of the Board.  Committees of Directors shall have all the authority of the Board with respect to matters within their area of assigned responsibility, except that no committee, whether a committee of Directors or advisory committee, regardless of Board resolution, may:
    • Fill vacancies on the Board of Directors or on any committee which has been delegated any authority of the Board.
    • Amend or repeal Bylaws or adopt new Bylaws.
    • Amend or repeal any resolution of the Board of Directors which by its express terms is not so amendable or repealable.
    • Appoint any other committees of the Board of Directors or the members of those committees.
    • Expend Corporation funds to support a nominee for Director after there are more people nominated for Director than can be elected.
    • Approve any self-dealing transaction unless authorized by Section 5233(d)(3) of the California Nonprofit Public Benefit Corporation Law.
  2. Executive Committee.  The President, the First Vice President and the Second Vice President of the Corporation shall constitute the Executive Committee.  The Executive Committee shall have all the authority of the Board, except as limited by law, by resolution of the Board and in Section 1 of this Article VI.

Notwithstanding the foregoing, it is intended that the Executive Committee shall only act as and when necessary between meetings of the Board.

  1. Standing Committees.  The Corporation shall have the following standing committees: the Regional Advisory Committees, the Rules and Competition Committee, the PAD and Ethics Committee, the Referee Committee, the Technical Committee, the Club Membership Committee  and the Girls Development Committee.  The Regional Advisory Committee shall consist of those Soccer Clubs located within each designated region of the Corporation.  When a Member vote is required at the Regional Advisory Committee level, each Member shall have only one (1) vote and Member voting rights shall not be based on League Points.  Committee members of all other standing committees shall be appointed by the President of the Corporation and approved by the Board.  Board members and non-Board members may serve on standing committees.  The standing committees shall not be an advisory committee and shall not be considered a committee of Directors.
  2. Meetings and Actions of Committees.  Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article V of these Bylaws, concerning meetings of Directors, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board and its members, except that the time for regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee.  Special meetings of committees may also be called by resolution of the Board.  Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records.  The Board may adopt rules not inconsistent with the provisions of these Bylaws for the governance of any committee, or in the absence of rules adopted by the Board, the committee may adopt such rules.
  3. Other Committees of Directors; Advisory Committees.  The Board may establish other particular committees of Directors, standing or ad hoc.  The Board may also establish standing or ad hoc committees consisting of non-Director members.  Any committee with non-Director members is not a “committee of Directors” and should be clearly labeled an “advisory committee.”

 

ARTICLE VII.
OFFICERS

  1. Officers.  The officers of the Corporation shall be a President, a First Vice President, a Second Vice President, a Secretary and a Chief Financial Officer, who may be known as the Treasurer.  The Corporation may also have, at the discretion of the Board, one or more other Vice Presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as the Board may appoint, which officers shall have such authority and perform such duties as the Board may from time to time determine.  One person may hold two or more offices, except that neither the Secretary nor the Treasurer may serve concurrently as President.
  2. Election of Officers.  The officers of the Corporation shall be chosen annually by majority vote of the Board at its first regular meeting following the election of Directors, and each shall hold his or her office until he or she shall resign or shall be removed or otherwise disqualified to serve, or his or her successor shall be elected and qualified.
  3. Removal of Officers.  Any officer may be removed, either with or without cause, by the Board.
  4. Resignation of Officers.  Any officer may resign at any time by giving written notice to the Board.  Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.  Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.
  5. Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the Bylaws for regular appointments to such office.
  6. President.  The President shall be elected by the Board from among the Board-Elected Directors.  He or she shall be the chief executive officer of the Corporation and shall, subject to the control of the Board, have general supervision, direction and control of the affairs and officers of the Corporation.  He or she shall preside at all meetings of the Board, and shall have the general power and duties of management usually vested in the office of President of a corporation, together with such other powers and duties as may be prescribed by the Board or the Bylaws.
  7. First Vice President.  The First Vice President shall be elected by the Board from among the Board-Elected Directors.  The First Vice President shall have those duties as responsibilities as shall be assigned by the Board.
  8. Second Vice President.  The Second Vice President shall be elected by the Board from among the Board-Elected Directors.  The Second Vice President shall have those duties as responsibilities as shall be assigned by the Board.
  9. Secretary.  The Secretary shall keep or cause to be kept at the principal office or such other place as the Board may order, a book of minutes of all meetings and actions of the Board and of committees of the Board, with the time and place of holding same, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Board and committee meetings and the proceedings thereof.  The Secretary shall keep or cause to be kept at the Corporation’s principal office, a copy of the Articles of Incorporation and Bylaws, as amended to date, and all documents which must be available for public inspection pursuant to Article X, Section 3.  He or she shall give, or cause to be given, notice of all meetings of the Board required by the Bylaws or by law to be given, and shall have such other powers and perform such other duties as may be prescribed by the Board or by the Bylaws.
  10. Chief Financial Officer.  The Chief Financial Officer, who may also be known as the Treasurer, shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and other matters customarily included in financial statements.  The books and records shall at all reasonable times be open to inspection by any Director.  The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board.  He or she shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the President and Directors whenever they request it, an account of all of his or her transactions as Treasurer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board or the Bylaws.  If required by the Board, the Treasurer shall give the Corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of his or her office and for restoration to the Corporation of all its books, papers, vouchers, money, and other property of every kind in his or her possession or under his or her control on his or her death, resignation, retirement, or removal from office.

 

ARTICLE VIII.
MEMBERSHIP MEETINGS

  1. Annual Meeting.  A meeting of the Members of the Corporation shall be held once each year at a time and place designated by the Board at least ninety (90) days prior to the Meeting. Members must attend in person and electronic participation such as telephone conference or video conference shall not be permitted.  An agenda for the Annual Meeting shall be provided to the Members no less than thirty (30) days prior to such Meeting. The Board shall determine the agenda for the Annual Meeting, and Members may request agenda items via their Regional Representative. Once the agenda has been provided to the Members, no additional items may be added to agenda that require a vote of the Members. This provision may be suspended by a unanimous vote of the Members.
  2. Special Meeting.  A Special Meeting of the Members may be called by the President, either Vice-Presidents, or a two-thirds (2/3) vote of the Board. Notice and the agenda for such a Meeting shall be provided to the Members at least thirty (30) days prior to the meeting, and the business items shall be limited to those set forth in the notice and agenda.  In lieu of a Special Meeting, if such meeting would be impractical, the Board may conduct a mail vote among the Members pursuant to procedures set forth in a Policy adopted by the Board for such meetings.
  3. Article and Bylaw Amendments.  Amendments to the Bylaws may be proposed by the Board, or by a written petition of twenty percent (20%) of the Members, filed with the President at least forty-five (45) days prior to the date of the Annual Meeting. Only the Board may propose amendments to the Articles of Incorporation.
  4. Meeting Chairman.  The chairman of the Annual Meeting shall be the President, or in his or her absence the First Vice President, or in his or her absence the Second Vice President.
  5. Quorum and Voting.  Except for voting at the Regional Advisory Committee level as set forth in Article VI, Section 3, with respect to any action requiring a Member vote, a Member shall have one (1) vote for every 30 League Points accrued by such Member in the prior league-year (August 1st to July 31st) up to a maximum of three (3) total votes for any action set forth in these Bylaw requiring a Member vote. Only Members in good standing which have paid all membership dues may vote. A quorum shall consist of a majority of the total eligible votes among the then current Members. Member delegates must have a relationship with the Soccer Club they are representing and not with any other Soccer Club. No proxies or telephonic participation shall be allowed. Unless otherwise provided for in these Bylaws, action shall be taken by majority vote of the Members present after establishment of a quorum.  The person currently holding the position of President or Director of Coaching as of the date of the vote shall the authority to exercise a Member’s right to vote.  If Member wants a person other than the President or Director of Coaching to exercise its right to vote at a meeting, the Member must submit to the President of the Corporation with a copy to the Secretary of the Corporation a written notice signed by the President or Director of Coaching or an electronic transmission sent by the President or Director of Coaching (collectively, “Notice of Voting Change”).  The Notice of Voting Change must be received by the President no less than forty-eight (48) hours prior to the start of the meeting for it to be effective.
  6. Open Meetings.  All Annual and Special Meetings shall be open to all classes of membership and the general public.

 

ARTICLE IX.
INDEMNIFICATION, PERSONAL LIABILITY AND INSURANCE

  1. Indemnification of Corporate Agents.
    • Right of Indemnity. To the fullest extent permitted by Section 5238 of the California Nonprofit Public Benefit Corporation Law, and as provided in these Bylaws, the Corporation:
      • shall indemnify any person who is or was a Director, officer, or employee of the Corporation, or of a corporate predecessor of the Corporation;
      • may indemnify any person who is or was serving as an other agent of the Corporation or of a corporate predecessor of the Corporation; and
      • may indemnify any person who is or was serving, at the request of the Corporation or of a corporate predecessor, as a Director, officer, employee or agent of another entity,

(such persons described immediately above in subparagraphs (i), (ii), and (iii) shall be referred to as “agents of the Corporation”), against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any proceeding, by reason of the fact that the person is or was an agent of the Corporation.  As used in this Article, “expenses,” shall have the same meaning as in Section 5238(a) and shall include reasonable attorney’s fees; and “proceeding” shall have the same meaning as in Section 5238(a) (including an action by or in the right of the Corporation, an action brought under Section 5233 of the California Nonprofit Public Benefit Corporation Law, and an action brought by the Attorney General or its relator for breach of duty relating to assets held in charitable trust).

  • Approval of Indemnity.  To the extent that an agent has been successful on the merits, the Board shall promptly authorize indemnification in accordance with Section 5238(d).  Otherwise, on written request to the Board by any person seeking indemnification under the Section 5238(b) or Section 5238(c), the Board shall promptly decide under Section 5238(e) whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met and, if so, the Board shall authorize indemnification to the extent permitted thereby.
    • Advancing Expenses.  The Board may authorize the advance of expenses incurred by or on behalf of an agent of this Corporation in defending any proceeding, prior to final disposition of that proceeding, if the Board receives a written undertaking by or on behalf of that agent that the advance will be repaid unless it is ultimately found that the agent is entitled to be indemnified for those expenses.
  • Insurance.  The Corporation shall have the right, and shall use its best efforts, to purchase and maintain insurance to the full extent permitted by law on behalf of the Corporation’s Directors, officers, employees and other agents (each, an “agent”), to cover any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such.  Such insurance may provide for coverage against liabilities beyond the Corporation’s power to indemnify the agent under the law; however, the Corporation shall have no power to purchase and maintain such insurance to indemnify any agent for a violation of Section 5233.
  • Personal Liability of Directors and Officers.  The personal liability of officers and Directors of this Corporation for negligent acts or omissions shall be eliminated to the fullest extent permitted by law.

 

ARTICLE X.
RECORDS AND REPORTS

  1. Maintenance of Corporate Records.  The Corporation shall keep: (a) adequate and correct books and records of accounts; and (b) written minutes of the proceedings of the Board and Board committees.
  2. Inspection by Directors.  Every Director shall have the absolute right at any reasonable time to inspect the Corporation’s books, records, documents of every kind, physical properties, and the records of each of its subsidiaries.  The inspection may be made in person or by the Director’s agent or attorney.  The right of inspection includes the right to copy and make extracts of documents.
  3. Public Inspection.  The Corporation shall make available for public inspection its annual return of an exempt organization (IRS Form 990), its application for tax-exempt status (IRS Form 1023) and supporting papers, its determination letter from the Internal Revenue Service acknowledging exempt status, and its audited financial statements, if any, and shall otherwise comply with the law regarding inspection and copying of such documents.  The audited financial statements, if any, shall also be made available for inspection by the California Attorney General.
  4. Annual Statement of Certain Transactions and Indemnifications.  The Corporation shall annually prepare and furnish to each Director an annual report within 120 days after the end of the Corporation’s fiscal year.  That report shall contain the following information, in appropriate detail:
    • The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year; the principal changes in assets and liabilities, including trust funds; the Corporation’s revenue or receipts, both unrestricted and restricted to particular purposes; the Corporation’s expenses or disbursements for both general and restricted purposes; an independent accountants’ report or, if none, the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the Corporation’s books and records.

This requirement of an annual report shall not apply if the Corporation receives less than $25,000 in gross receipts during the fiscal year, provided, however, that the information specified above for inclusion in an annual report must be furnished annually to all Directors who request it in writing.

  1. A statement of any transaction (i) in which the Corporation was a party, (ii) in which an “interested person” had a direct or indirect material financial interest, and (iii) which involved more than $50,000, or was one of a number of transactions with the same interested person involving, in the aggregate, more than $50,000.  For this purpose, an “interested person” is any Director or officer of the Corporation, its parent, or subsidiary (but mere common directorship shall not be considered such an interest).

The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the Corporation, the nature of their interest in the transaction and, if practicable, the amount of that interest, provided that if the transaction was with a partnership in which the interested person is a partner, only the interest of the partnership need be stated.

  • A statement of any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any officer or Director of the Corporation under Article VIII of these Bylaws.
  • Biennial Statement of General Information.  As and when required by Section 6210 of the California Nonprofit Public Benefit Corporation Law, the Corporation shall file with the Secretary of State of the State of California, on the prescribed form, the names and complete business or residence addresses of the President, Secretary and Chief Financial Officer (Treasurer), the street address of its principal office in this state, together with a designation of the agent of the Corporation for the purpose of service of process.

 

ARTICLE XI.
AMENDMENT AND INTERPRETATION

  1. Amendment or Repeal of Bylaws.  Except as otherwise expressly provided herein, these Bylaws may be amended or repealed, and new Bylaws adopted by the affirmative vote or written ballot of a majority of the Board or an affirmative vote of fifty percent (50%) plus one (1) or greater of the current Members.  The following provisions of these Bylaws may only be amended by an affirmative vote of seventy-five percent (75%) or greater of those current Eligible Members (as defined below): Article II (Purposes); Article III (Membership); Article IV, Section 3 (Number and Qualification); Article IV, Section 4 (Term of Office); Article IV, Section 6(d) (Removal of Directors for Cause); Article IV, Section 7 (Compensation); Article IV, Section 8 (Restriction on Interested Persons as Directors); Article IV, Section 9 (Limitations on Powers of Board); Article VIII, Section 3 (Article and Bylaw Amendments); Article VIII, Section 5 (Quorum and Voting); and Article XI, Section 1 (Amendment or Repeal of Bylaws).  For purposes of this Article XI, Section 1 only, “Eligible Members” shall be those Members with at least three quarters (3/4) of their competitive teams having at least three League Points in the prior league year (August 1st through July 31st).  For purposes of Eligible Members’ votes under this Article XI, Section 1, Eligible Members shall have those number of votes available to such Member based on the League Points system set forth in Article VIII, Section 5 above.
  2. Construction and Definitions.  Unless the context requires otherwise or a term is specifically defined herein, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws.  Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, and the singular number includes the plural and the plural number includes the singular.